The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Carve-Out Transaction
Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more
In Innovate Pharmaceuticals Limited v. University of Portsmouth Higher Education Corporation, the High Court of England and Wales held that a limitation clause was drafted sufficiently broadly to limit liability even in cases...more
Limitation of liability provisions are standard in almost every contract and are essential in helping the contract parties limit their risk. These provisions typically contain a broad disclaimer of consequential damages and a...more
Bardy Diagnostics: Chancery confirms high bar for material adverse effect - The Delaware Court of Chancery was once again required to determine whether a potential buyer should be relieved of its obligation to acquire a...more
As global M&A activity reached record highs this year, so too did the market's appetite for carve-out transactions. A carve-out transaction is the sale of a subsidiary, division, or other part of a larger business enterprise....more
The UK Supreme Court recently handed down a highly anticipated judgment on the interpretation of clauses which pertain to liquidated damages and limitations on a contractor’s liability for damages. Most notably, the Supreme...more
Market Trends: - What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published by Bloomberg Law - March 2021....more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - February 2021....more
In the recent case of Travelport Ltd v Wex Inc [2020] EWHC 2670 (Comm) (the “Travelport Case”), the High Courts of England considered the construction of a material adverse effect clause (“MAE Clause”) in which a party sought...more
Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally published by Bloomberg Law....more
On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more
On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more
Carve-out transactions will remain a popular option for chemical companies looking to shed non-core business activities in the face of numerous market challenges...more
The COVID-19 pandemic has caused severe disruption, distress and uncertainty for companies across almost every industry. While this initially resulted in a substantial slow-down in the M&A market, transactional activity is...more
What is the Assignment Clause and When is it Triggered? Every commercial lease contains an assignment provision that lays out the landlord’s and the tenant’s rights and obligations in the event that the tenant seeks to...more
Subcontractors, security, and audit and termination rights will require special consideration under forthcoming EBA outsourcing guidelines. Recent growth in divestiture and carve-out deals in the M&A landscape, including...more
Rhode Island is the latest state to jump on the bandwagon of limiting the application of non-compete agreements, with its Rhode Island Noncompetition Agreement Act (the “Act”)....more
Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more
Lawyers generally believe non-competes don’t apply to the profession. That’s mostly true, including for in-house counsel. A recent court decision calls this into question....more
After the 2018 fourth quarter roller coaster ride, when borrowers were essentially shut out of the leveraged loan market, the start to the new year has been tentative. Despite improved market conditions, leveraged loan volume...more
A recent Delaware Supreme Court order affirming the Court of Chancery’s ruling in Alarm.com Holdings, Inc. v. ABS Capital Partners, Inc. provides important guidance for private equity and venture capital firms that seek to...more
Driven by the influence of shareholders, activists and competitive market forces, public companies are demonstrating renewed focus on their core businesses. Reductions in the U.S. corporate tax rate from 35% to 21% have...more
Employers everywhere should be familiar with California’s strict rules against the enforcement of non-compete agreements and non-solicitation agreements between employers and employees. Practically speaking, the rule has...more
Arbitration may end sooner and more efficiently than litigation, but it is slower to begin. A courthouse is just sitting there waiting for a complaint to be filed. Originally published in Alternatives to the High Cost of...more